BWA Group Plc Issue of Equity and Director / PDMR Shareholdings

 
TIDMBWAP 
 
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF REGULATION 11 
OF THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019/310. 
 
16 August 2023 
 
BWA Group PLC 
 
("BWA" or the "Company") 
 
Issue of Equity and Director / PDMR Shareholdings 
 
BWA (AQSE: BWAP), which has mineral exploration licences in 
bothCameroonandCanadaat various stages of development and is quoted on London's 
AQSE Growth Market, announces that it has allotted a total of 14,023,040 
ordinary shares of0.5 penceeach in the Company ("Ordinary Shares"), at a price 
of0.5 penceper share, in part settlement of fees (in respect of the half year 
ended 30 June 2023) and other amounts owing due to current and former directors 
(the "New Shares"). 
 
Application will be made for the New Shares to be admitted to trading on the 
AQSE Growth Market and admission is expected to become effective on 22 August 
2023 ("Admission"). 
 
Following this issue, the notifiable interests in the enlarged issued share 
capital of the Company are as follows: 
 
Shareholder  Number of   Total Ordinary Shares Held  % of Ordinary Shares Held 
             New Shares 
 
Alex         2,871,908   35,438,469                  6.94 
Borrelli 
James        2,100,000   57,618,739                  11.28 
Butterfield 
* 
James Hogg   9,051,132   13,926,133                  2.73 
** 
 
* Director of the Company. 
 
** Mr Hogg ceased to be a Director of the Company on 1 July 2023, but remains a 
director at the Company's wholly owned subsidiary, BWA Resources (UK) Limited. 
The New Shares issued includes 2,863,568 issued to Addison Mining Services Ltd, 
a company controlled by Mr Hogg, for the provision of technical support in 
relation to theCameroonheavy mineral sands projects. 
 
Total Voting Rights 
 
Following Admission, the Company will have 510,681,547 Ordinary Shares in issue, 
each share carrying the right to one vote. The Company does not hold any 
Ordinary Shares in Treasury. Following Admission, the figure of 510,681,547 
Ordinary Shares may be used by shareholders in the Company as the denominator 
for the calculations by which they will determine if they are required to notify 
their interest in, or a change to their interest in, the share capital of the 
Company under the Financial Conduct Authority's Disclosure and Transparency 
Rules. 
 
Outstanding Loan Notes 
 
As previously announced, during 2022 and 2023 the Company raised capital through 
the issue of loan notes as it had not proved possible to raise fresh equity 
capital at the time.  These loan notes were subscribed by directors, subsidiary 
directors and significant shareholders of the Company.  The Company is providing 
the following summary to update shareholders. 
 
During May 2022, the Company issued £200,000 of 14% convertible loan notes. 
These loan notes are convertible into Ordinary Shares at a price of 0.6 pence 
per Ordinary Share, with a redemption date of 30 April 2024.  All interest is 
accrued until the redemption date and may be converted on the same terms as the 
principal.  The loan note holders can request conversion at any time until the 
redemption date and the Company has a right to require conversion on the 
redemption date, including of the accrued interest.  The amounts held of this 
loan note are as follows: 
 
+---------------------------------------------------+--------+ 
|James Butterfield                                  |£2,500  | 
+---------------------------------------------------+--------+ 
|James Hogg                                         |£5,000  | 
+---------------------------------------------------+--------+ 
|Alex Borrelli                                      |£2,500  | 
+---------------------------------------------------+--------+ 
|Richard Battersby                                  |£5,000  | 
+---------------------------------------------------+--------+ 
|Jonathan Wearing (incl. Tricastle Investments Ltd.)|£35,000 | 
+---------------------------------------------------+--------+ 
|Mike Cass                                          |£150,000| 
+---------------------------------------------------+--------+ 
 
During the first quarter of 2023 the Company issued short term loan notes to 
provide working capital.  It has been agreed between the Company and the loan 
note holders that these shall all now have a redemption date of 31 December 
2023.  The amounts below are the redemption value of the loan notes, including 
accrued interest. 
 
+---------------------------------------------------+-------+ 
|James Butterfield                                  |£18,000| 
+---------------------------------------------------+-------+ 
|James Hogg                                         |£9,333 | 
+---------------------------------------------------+-------+ 
|Richard Battersby                                  |£35,000| 
+---------------------------------------------------+-------+ 
|Jonathan Wearing (incl. Tricastle Investments Ltd.)|£55,000| 
+---------------------------------------------------+-------+ 
|Dick Howe                                          |£5,000 | 
+---------------------------------------------------+-------+ 
 
The Company has agreed the right to capitalise £30,000 of the above at 0.5 pence 
per Ordinary Share and anticipates further amounts may eventually be capitalised 
on the same terms.  Further announcements will be made closer to the time. 
 
The Directors of BWA are responsible for the contents of this announcement. 
 
-Ends - 
 
For further information: 
 
BWA Group PLC               [phone] 
James Butterfield           [e-mail] 
Chairman 
Allenby Capital Limited     [phone] 
Corporate Adviser 
Nick Harriss/Lauren Wright 
 
Market Abuse Regulation (MAR) Disclosure 
 
Notification and public disclosure of transactions by persons discharging 
managerial responsibilities and persons closely associated with them. 
 
Details of the persons discharging managerial responsibilities / persons closely 
associated 
 
Name                              James Butterfield 
Reason for notification           Director of BWA Group Plc 
                                  Initial 
Details of the issuer, emission   BWA Group Plc 
allowance market participant, 
auction 
platform, auctioneer, or auction 
monitor 
LEI                               213800XG3K7PTAAG8630 
Description of the financial      Ordinary shares of 0.5p each 
instrument, type of instrument 
Identification code               ISIN: GB0033877555 
Nature of the transaction         Allotment of Ordinary Shares in 
                                  part settlement of remuneration 
Price(s) and                      2,100,000 
volume(s)                         Ordinary Shares at 0.5p per 
                                  share 
Aggregated information            N/A 
Aggregated volume 
Price 
Date of the transaction           16 Aug 2023 
Place of the transaction          N/A 
 
The Directors of BWA are responsible for the contents of this announcement. 
 
Ends - 
 
For further information: 
 
BWA Group PLC               [phone] 
James Butterfield           [e-mail] 
Interim Chairman 
Allenby Capital Limited     [phone] 
Corporate Adviser 
Nick Harriss/Lauren Wright 
 
 
This information was brought to you by Cision http://news.cision.com 
 
 
END 
 
 

(END) Dow Jones Newswires

August 16, 2023 08:00 ET (12:00 GMT)